INTRODUCTION

ARTICLE 5: OFFICERS

1. The IBA shall have the following officers:
   • President
   • Vice Presidents
2. The President of the IBA shall be recommended at a meeting of the board of directors (the “Board”) and elected by a majority vote of the members of the Board (the “Board Members”) present at the meeting.
3. Vice Presidents shall consist of the Administrative Vice President and the Research and Planning Vice President. The Administrative Vice President shall also serve as the Chief Vice President. Vice Presidents shall be recommended at a Board Meeting and elected by a majority vote of the Board Members present at the meeting.
4. The officers shall be appointed by the Board.

ARTICLE 6: ROLES AND TASKS OF OFFICERS

1. The President shall have the following duties and powers:
   • Representing the IBA.
   • Conducting General Meetings as the chairperson.
   • Having the right of making a final decision in the event of a tie in votes.
2. In the case of the President’s absence or vacancy, the Chief Vice President will serve as the acting president.
3. The President and Vice Presidents are honorary positions without remuneration.
4. Officers shall serve a term of three years, which can be extended for an additional three years by a resolution of the Board.

ARTICLE 7: DISMISSAL OF OFFICERS

Any officer who takes part in any action that goes against the objectives of IBA and/or interrupts the mission of IBA can be dismissed through a decision made by a vote of Board Members

ARTICLE 8: ORGANIZATION AND OPERATION OF THE BOARD

1. No more than seven members from any continent may be elected to the Board. A Board Member candidate shall be selected among the Individual Members by the recommendation of more than three Board Members with a majority vote of Board Members present at the relevant Board meeting. Eligible candidates will be elected by obtaining a majority vote of all Institutional and Individual Members present at the relevant General Meeting.
2. Board Meetings shall be held at least twice a year. Extraordinary Board Meetings are convened by the chairperson (i.e., President of the IBA) if necessary.
3. A decision of the Board shall be made by a majority vote of the Board Members present at a Board Meeting where a majority of Board Members are present.
4. Working Committee Meetings can be convened by Board Members and/or IBA members if necessary.
5. The Board can appoint an advisor in case it is necessary for the development of the IBA.
6. The number of Board Members shall not exceed 30.
7. Board Members serve a term of three years and can be reelected once.
8. Eligibility to become a Board Member requires the person to be directly associated with a biennial or related field.
9. If a Board Member misses two consecutive Board meetings within a year except for due to a force majeure, they are automatically dismissed from the Board.
10. The Board Member is responsible and liable as an Individual Member and not as an Institutional Member.
11. Board Member cannot appoint a proxy or delegate the voting powers to a third party.
12. Auditors have the right to attend and speak at Board Meetings.

ARTICLE 9: FUNCTION OF THE BOARD

The Board provides the following functions:

1. To conduct research for the establishment of policies and the development of the IBA.
2. To elect and recommend candidates for the President, Vice Presidents and Auditors.
3. To approve items delegated from General Meetings.
4. To provide support including a preliminary investigation of issues relevant to the IBA.
5. To review and approve the annual budget of the IBA.
6. To review and approve other important matters of the IBA.

ARTICLE 10: TYPES OF MEMBERSHIP

There shall be the following types of membership in the IBA:

1. Individual Member
   • A professional engaged in a biennial or in a relevant field.
2. Institutional Member
   • An institution or organization that has held a biennial, international art exhibition or similar events (including triennials, quadrennials and other periodic exhibitions) more than three times.
3. Associate Member
   • An Individual or Institution that does not qualify for membership as an Individual Member or Institutional Member but desires to become a member of the IBA.
4. Supporting Member
   • A person or institution providing financial support or contribution to the IBA.

ARTICLE 11: APPLICATION FOR MEMBERSHIP

1. An application for an institutional member shall be submitted to the IBA Office (as defined below) by the applicant accompanied by recommendation of at least two Board Members. The application shall be accepted by approval of a majority vote of the Board.
2. The application for an individual member shall be submitted to the IBA Office by the applicant accompanied by recommendation of at least two Board Members. The application shall be accepted by approval of the President.

ARTICLE 12: RIGHTS AND DUTIES

1. Members shall pay an annual membership fee on or prior to the due date, which is determined by the Board.
2. Institutional Members and Individual members have the right to attend and speak at a General Meeting and vote for resolutions on deliberated items and election of a Board Member at a General Meeting.
3. Associate Members and Supporting members have the right to attend and speak but do not have the right to vote at a General Meeting.
4. Institutional Members shall provide free admission to their representative biennial or other periodic art event for those holding valid IBA Membership Cards.

ARTICLE 13: BENEFITS OF MEMBERSHIP

Members of the IBA are provided with the following benefits:

1. Membership Card;
2. Publications produced by the IBA;
3. Invitation to all events organized or hosted by the IBA and its institutional members (biennials and museums); and
4. Other benefits as determined by the Board.

ARTICLE 14: LOSS OF MEMBERSHIP

Membership is lost in the following cases:

1. If a member voluntarily resigns.
2. If the status of membership is lost due to the amendment of the AOI of the IBA.
3. If a member is disqualified due to the violation of the AOI of the IBA.
4. If a member has not paid the annual membership fee more than a year.

ARTICLE 15: ORGANIZATION AND MANAGEMENT OF GENERAL MEETINGS

1. There shall be ordinary General Meetings (“OGM”) and extraordinary General Meetings (“EGM”).
2. All members can attend General Meetings, the highest decision-making meeting within IBA.
3. The OGM shall be convened once a year.
4. The EGM shall be convened when the President deems it necessary, or when demanded by one third or more of the Board Members.
5. Members shall be informed of the date of a General Meeting at least 45 days prior to such General Meeting.
6. The General Meeting is established by the attendance of one-third of the Institutional and Individual members (Institutional attendance can be delegated). Decisions shall be made by a majority vote of the members that are present at the General Meeting.

ARTICLE 16: FUNCTION OF THE GENERAL MEETING

The General Meeting shall consider and approve the following items:

1. Establishment and amendment of the AOI of the IBA.
2. Election and constitution of Board Members every 3 years.
3. Review and approval of business plans, reports or budget plans.
4. Approval of items submitted by the Board.
5. Other items suggested by the President for the operation of the IBA.
6. Decisions regarding the membership fee.

ARTICLE 17: MANAGEMENT OF THE IBA OFFICE

1. The IBA shall maintain an office (the “IBA Office”) to fulfill its objectives and functions.
2. The Secretary General oversees the operations of the IBA Office and is eligible to hire staff if necessary.
3. The organization and management of the IBA Office is decided by a resolution of the Board.

ARTICLE 18: FUNCTION OF THE IBA OFFICE

1. To plan and execute the IBA’s business plans.
2. To provide administration for the operation of the IBA.
3. To provide financial and accounting services.
4. To manage IBA membership.
5. To assist the operation of the Secretary General of the IBA.
6. To provide necessary support for operating the IBA.

ARTICLE 19: ASSETS

IBA assets consist of contributed assets and assets decided by the Board.

ARTICLE 20: DISPOSITION OF ASSETS

When disposing of assets (by sale, donation, lease or exchange) a decision must be made by the Board.

ARTICLE 21: FINANCE

The expenses of the IBA are covered by revenue from the following sources:

1. Annual membership fees.
2. Subsidies, donations or support from the state, public institutions, private institutions and public organizations.
3. Donations and support from individuals.
4. Other revenue generated by events, publications, etc.

ARTICLE 22: ACCOUNTING

1. The fiscal year of the IBA will be from January 1 through December 31.
2. The revenue and expenditure plan of IBA shall be approved at a General Meeting prior to the commencement of each fiscal year.
3. A financial report shall be prepared after the end of each fiscal year and approved at a General Meeting.
4. Regular audits shall be conducted more than once a year and the results shall be reported at a General Meeting.

ARTICLE 23: DISSOLUTION OF THE IBA

The approval of two thirds or more of the total number of members with voting rights at the General Meeting is required for dissolution of the IBA. Dissolution of the IBA must be reported to the relevant competent authority.

ARTICLE 24: DISPOSITION OF REMAINING ASSETS

1. In the event that the IBA is dissolved, its remaining assets and debt shall be distributed in a way approved at the General Meeting.
2. Any assets remaining from Article 24.1 should be donated to an organization having similar objectives as those of the IBA.

ARTICLE 25: AMENDMENTS TO THE AOI

Amendments to the AOI of the IBA shall require a majority vote of the members present at the relevant General Meeting where one third or more of the members with voting rights are present.

ARTICLE 26: IMPLEMENTATION

Rules that are needed to implement the current AOI shall be adopted by a resolution of the General Meeting.

1. These AOI will be implemented from the day of their approval at the General Meeting. Provided that the General Meeting and the Board are not established at the time of IBA’s establishment, these the AOI will be implemented by a resolution of the Preparatory Committee.
2. The IBA Office is located at 111 Biennale-ro 3rd Flr, Buk-gu, Gwangju, South Korea.